Form of Proxy for AGM
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republicof China with limited liability)
(Stock Code: 00753)
FORM OF PROXY FOR ANNUAL GENERAL MEETING
Number of shares to which this form of proxy relates (Note 1)
I/We (Note 2)
of being the registeredholder(s) of (Note 3) H Shares in the share capital of Air China Limited (the "Company") HEREBY APPOINT (Note 4) the chairman of the meeting and/or (Note 4)
of
as my/our proxy/proxies: (a) to act for me/us at the annual general meeting (or at any adjournment thereof) of the Company to be held at 9:30 a.m. on Thursday, 26 May 2011 at The Conference Room, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC (the "Meeting") for the purpose of considering and, if thought fit, passing the resolutions (the "Resolutions") as set out inthe notice convening the Meeting; and (b) at the Meeting (or at any adjournment thereof) to vote forme/us and in my/our name(s) in respect of the Resolutions as hereunder indicated or, if no such indicationis given, as my/our voting proxy thinks fit.
ORDINARY RESOLUTIONS FOR (Note 5) AGAINST (Note 5)
1. To consider and approve the report of the board of directors (the "Board") of the Company for the year
2010.
2. To consider and approve the report of the supervisorycommittee of the Company for the year 2010.
3. To consider and approve the audited consolidated financialstatements of the Company for the year 2010 prepared under the PRC Accounting Standards and the International Financial Reporting Standards.
4. To consider and approve the profit distribution proposal and the dividends distribution proposal for the year2010 as recommended by the Board and to authorise the Board to implement such proposals.
5. To consider and approve the proposed appointment of Mr. Yang Yuzhong as a new independent non-executive director of the Company as recommended by the Board.
6. To consider and approve the proposed emoluments of independent non-executive directors of the
Company as recommended by the Board.
7. To consider and approve the reappointment of Ernst & Young as the Company's international auditors and Ernst & Young Hua Ming CPAs Limited Company as the Company's domestic auditors for the year ending 31 December 2011 and toauthorise the Board of Directors of the Company to determinetheir remunerations for the year 2011.
SPECIAL RESOLUTIONS FOR (Note 5) AGAINST (Note 5)
8. To authorise the Board of the Company to exercise the powers to allot, issue and deal with additional shares of the Company and to make or grant offers, agreementsand option which might require the exercise of such powers in connection with not exceeding 20% of each of the existing A Shares and H Share (as the case may be) in issue at the date of passing this resolution.
9. To authorise the Board of the Company to increase the registered capital and amend the Articles of Association of the Company to reflectsuch increase in the registeredcapital of the Company underthe general mandate granted in Resolution8 above.
10. To approve the resumption of the first issue of the stock appreciation rights programme of the Company andrelated matters.
Dated this day of , 2011 Signature (Note 6)
Notes:
1. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).
2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
3. Please insert the total number of shares registered in your name(s).
4. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies of his own choice to attend and vote instead of him. A proxy need not be a member of the Company. If any proxy other than the chairman of the Meeting is preferred, please strike out the words "the chairman of the meeting and/or" and insert the name(s) and address(es) of the proxy/proxies desired in the space provided. In the event that two or more persons (other than the chairman of the Meeting) are named as proxies and the words "the chairman of the meeting...and/or" are not deleted, those words and references shall be deemed to have been deleted.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED "AGAINST". Failure to complete the boxes will entitle your voting proxy to cast his vote at his discretion. A member is entitled to one vote for every fully-paid share held and a member entitled to more than one vote need not use all his votes in the same way. A tick in the relevant box indicates that the votes attached to all the shares stated above as held by you will be cast accordingly. The total number of shares referred to in the two boxes for the same resolution cannot exceed the number of Shares stated above as held by you.
6. This form of proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either under seal or under the hand of a director or attorney duly authorised.
If this form of proxy is signed by your attorney, the power of attorney or other document of authorisation must be notarised.
7. In order to be valid, this form of proxy, together with the notarised copy of the power of attorney or other document of authorisation (if any) under which it is signed, for holders of H Shares, must be delivered to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 24 hours prior to the time appointed for holding the Meeting (or any adjournment thereof).
8. Completion and delivery of a form of proxy will not preclude you from attending and/or voting at the Meeting (or any adjournment thereof) if you so wish.
9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
10. To attend and representthe shareholder(s) at the Meeting, the proxy so appointed must produce beforehand his identification document and any power of attorney duly signed by his appointor(s) or the legal representative(s) of his appointor(s). The power of attorney must state the date of issuance.
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